The Limit
by kingofsecrets15
Summary: Everyone has a limit. You just need the right push for everything to fall apart before your eyes. First Ultimate Spider-Man fic, R&R. Spider-Man x White Tiger. One-Shot unless someone wants me to continue.
1. Chapter 1

**Disclaimer: Nope, nothing.**

Prologue: The Breaking Point

Peter parker was Spider-Man.

What used to be a closely guarded secret, only known to the closest of friends and allies, was now common knowledge as said 'hero' was swinging through the streets of New York, avoiding the people he had once known as his friends and partners as he weaved through the cityscape.

He swung onto the nearest roof top, narrowly avoiding a blast from Nova as he landed in a crouch. As soon as he did, Peter launched a line of webbing that caught the bucket-head on the leg before he slung it into the nearest water tower, taking him out of the fight for a moment as the rest of his teammates joined Spider-Man on the roof.

Or was it Carnage now? He couldn't really remember.

All he knew was that dodging Iron Fist's punches and kicks were so much easier to avoid now than they had ever been before as he ducked, weaved and leapt over the ninja's strikes before landing a blow of his own; a hammer kick that flattened him into the ground with enough force to crack the surface below.

A pair of familiar arms wrapped around him before Peter slipped through them and reformed a few steps away as he now faced the strongest of his former friends. Power Man lunged forward but Spider-Man merely ducked under the blow, allowing the man to trap himself by his fists before launching a flurry of his own blows against him. Once he had lowered his hands the mountain of muscle slumped forward with a groan, leaving just one enemy remaining.

He shifted his head a few inches to his right, allowing White Tiger's claws to pass him unharmed as he leapt back a few feet. She followed him, her cat-like reflexes allowing her the best chance against the man as she continued clawing at him with everything she had. Peter merely shifted away from the blows as he allowed her to tire herself out without lifting a single finger against the one person he had left to love.

After another few minutes had passed, the fatigue caught up with her and she was forced to leap back to recover, keeping her eyes on her now still opponent as she took in the air her body craved.

"Why can't you do it Peter?"

Another breath.

"Why can't you come home?"

Peter didn't seem to even move as he appeared in front of her, the symbiote's flesh peeling back to reveal the face of the one and only Spider-Man as he looked her over. The voice he spoke in seemed almost like the symbiote's itself, leaving behind a subtle quake with each word.

"He killed her. I have to find him."

She shook her head before removing her own mask, allowing him to see the worry he had already felt radiating from her on her face, "We all want to find Goblin, but this? Using the symbiote? You're not doing this for justice; you're doing it for revenge!"

This time he snarled, revealing rows of razor-like fangs as he hissed, "It doesn't matter! He must die for taking away Aunt May, for killing her!" he paused for a moment as a solemn expression overcame the rage; "…he almost took everything from me."

A look of confusion crossed her face, "Almost everything?"

The symbiote slid back over his face as he turned away, hiding his expression from her as he leapt over the building and swung away. But not before he answered her question.

"He didn't take you."

**A/N: Okay, this is my first Ultimate Spider-Man fic and I'm not really sure how it turned out. So please review and tell me what you thought of it.**

**Sincerely,**

** kingofsecrets15 **


	2. Chapter 2

Chapter 1: Bad Memories

As Peter swung away from both his former teammates and Ava, he couldn't help but remember everything that had brought this pain and anger upon him.

_Flashback: One month ago_

_It was supposed to be a routine recon mission. The kind where someone goes in alone and observes a few schemes in action, maybe take a few pictures, before going back to headquarters so Fury could decide the next plan of action._

_He didn't expect to be seen._

_Waking up from a frozen gust of wind that had wrapped around his mask less face, he shook his head a moment before his eyes widened under the darkness that surrounded them._

_There was his friend's father, the monster known to all as the Goblin and to a few as Norman Osborn, standing only a few feet away as they lounged on the center of Oscorp's business. Peter was about to say something, a quip or cheesy joke, before it died on his lips at the sight of the person he loved the most in his hands._

_Bound and beaten, Peter could feel his blood run hot at the sight of her own blood streaming down from every inch of her face. If she could see well enough to recognize him she didn't say anything, assuming she still could with the Goblin's blatant machinations upon her. He didn't know how Goblin had known where his aunt lived or where she had been at the time, but he had known both, leading to Peter's second greatest failure._

_After a minute or two of taunting and grinning, the monster made a deal._

_"She lives and continues her everyday life as usual, but only if you join me. Otherwise…well, I'll let you see for yourself once she reaches the bottom."_

_The answer was on his lips in a moment, but before he said anything, the wrong words fell out, to the Goblin's apparent disappointment and Peter's horror._

_As soon as they froze in the bitter air she had been thrown off the roof of the Oscorp building, leaving the monster to laugh at her screams of horror and the hero to save the day again as he leapt over the railing and plummeted after her._

_Or so he had thought._

_As he caught her leg with a line of webbing, she jolted to a sudden stop before entering his arms as they landed on the streets. He had quickly shaken her, checked her pulse, everything he could have done but he knew as soon as he had caught her…she was dead._

_Everything became a bit hazy after that._

_ He remembered soaring back to the rooftop, where the monster's smile grew even larger at his appearance. Before he could utter a single sound, he was upon him, beating upon him as his despair and sadness was replaced with a burning hatred as every punch, every kick, and every blow made its mark._

_As he raised his fist for yet another blow, something wrapped around his wrist and prevented him from striking the broken form before him once more. Snapping around, he made up for the lost blow with a solid kick to Sam's chest before he turned back around, only to find the monster already flying off on his glider._

_But not before he left a final dagger in his place. A bitter truth, if you will._

_"You killed her. The mighty Spider-Man has taken his first life. Congratulations, I'm so happy for you."_

_That was when it all hit him, all at once. _

_He could remember falling to his knees as Danny and Luke held back a furious looking Sam. He remembered the tears that had melted the fresh falling snow as the weight of the world crashed upon his shoulders and brought him to the ground. _

_…he remembered Ava wrapping her arms around him, whispering something he couldn't understand into his ear as she cried with him, their tears forming tracks together in the soft powder before Peter slipped into the peaceful darkness surrounding him._

_They had seen his face._

_As Jonah Jameson called out for his blood, as well as the rest of New York, for the murder of his Aunt May, he was within the Helicarrier fighting against his restraints and guards. He was going to tear that liar's throat out and video tape the resulting chaos. He was going to-_

_"Peter, calm down!"_

_Ava's voice stopped him cold and it was all he could do not to break down in front of her again as the crippling nausea and despair that threatened to tear him apart at every twist and turn of the halls of the Helicarrier rose again. As soon as he had been brought into the war room, every member of his team stood and watched him as Nick spoke._

_"I'm sorry Peter. There was nothing-"_

_"Liar."_

_His tone was colder and bitterer than the ice of Jotunheim, leaving more than a few in the room shocked and stunned. He didn't bother to react at their expressions as he continued, his face twisting into a look of rage with each word._

_"You know about everything and anything that goes on in this city Nick, so don't feed me that crap. We both know you probably waited to see how it would all go down, see if I'd be able to save her and become the 'Ultimate Spider-Man' you've always wanted." He let out a harsh chuckle, "Well Nicky, did you get what you wanted?"_

_Oh, the look of guilt on his face was almost too funny not to laugh at. But Peter resisted the urge as he stood, shooting the S.H.I.E.L.D agents around him a glare as they tried to grab him again as he finished._

_"I'm done. Don't ever attempt to contact me again, or else I'll be forced to do something…irrational." He walked over to the doorway and almost made it through before he paused, "Oh, and I won't be needing this any longer."_

_He tore the S.H.I.E.L.D tech off his arm and with a quick flick off the wrist, crushed it in his hand before he flung to the now standing Fury's feet. Sending one last look at the furious director, he turned on his heels and walked through the door._

_He had not expected the Avengers to ambush him before he could make even three steps outside the door._

_Waking in a prison cell, Peter could only chuckle at their actions before he smashed through the roof of his cell and went straight to the other side of the wall, where he found just what he was looking for._

_The symbiote seemed almost overjoyed at the sight of its true host, which brought a small grin to Peters face as he pocketed the sample and sprinted to the top of the Helicarrier, where he was met by not only the Avengers, but Nick and his fellow teammates._

_The director didn't even attempt to ask for his surrender as he drew his own gun and aimed it at the teen's head, leaving his former teammates shocked and stunned at his actions. If it bothered the older team of heroes they didn't show it as they approached him, hands out and weapons ready for whatever Peter had planned or whatever needed to be done as the closed in._

_They didn't plan on him jumping off the side._

_When he resurfaced from the harbor, Peter quickly swam to the dock before entering the nearest man hole, leaving the authorities to search for him in vain as he made it to the one place they would never expect._

_Octavius's lab was in need of repairs, but for now it would do him well enough. After clearing the rubble surrounding the entrances and settling down in the nearest undamaged chair he could find, he removed the vial from his jacket and smiled before shattering it against the floor._

_The symbiote raced towards him as soon as it was freed, only to find a new problem as it attached itself to him._

_Peter wasn't going down without a fight._

_For what seemed like hours on end they fought within his mind, landing blow after blow on each other inside his head as both fought for the supremacy of the teen's body. After another hour of agonizing pain, Peter had won._

_The symbiote was his to command._

_And as the symbiote fused with him fully, as each of its cells merged with his own, and as their minds became one, Peter came to a rather nice conclusion._

_He was Spider-Man no longer._

_"We are Carnage. And we will have our revenge."_

_Flashback end_

It was true. They were going to have their revenge, and no one could stop them.

No one.

**A/N: Okay, I received a rather surprising amount of good reviews, so I will be continuing this little fanfic. I know it may be a bit difficult to understand, but the way I wrote this felt like the right way to write it, seeing as how Peter is remembering the events leading up to his transformation. **

**Hopefully you will continue to read and enjoy.**

** Sincerely,**

** kingofsecrets15**

**P.S: I decided that if Peter was going to be completely bonded to the symbiote they would consider themselves as two. So instead of saying he or I, they would say they or we.**


	3. Chapter 3

Chapter 2: Data Management

Peter frowned as he tapped a few keys on the screen before him as lines of data and other information detailing Osborn's transformation into the Goblin and the formula used on him flooded the cracked surface of the main computer.

He had arrived from his latest excursion into the city a few minutes ago before he began removing and analyzing the materials he had, ah, _borrowed _from several different Oscorp locations scattered across New York. A few pieces of experimental technology from the company had allowed him to restore power and basic programming back the main computer and a few of the more advanced components within the abandoned lab.

However, as soon as he had restored function to the massive drive, Peter had been forced to battled what he assumed was a virus Octavius had implanted within the drive to prevent unauthorized access. By the time the rogue hero had finally destroyed the sinister creation, almost all of the data pertaining to the doctor's research and notes had been devoured by the little 'Technivore', leaving Peter with almost nothing.

"You're smart Doctor. Too smart for your own good."

**"We should tear his arms off when we find him."**

Peter rolled his eyes at his other's suggestion. Upon taking control of the symbiote, Peter was forced to deal with something that was so similar to him it was almost as if he was looking into a mirror and seeing his reflection, albeit a dark, slightly twisted reflection that wanted to destroy and tear almost everything apart. On occasion, the symbiote would offer a few comments and suggestions, leaving Peter to wonder just how alike they were…

Shaking his head, Peter pretended to think as a smirk crossed his face, "Which pair? He has two, remember?"

The symbiote chuckled darkly, **"I suppose we're just gonna have to tear them both off… so what now? We don't know where the good doctor is, and breaking into S.H.I.E.L.D doesn't sound ****_too_**** appealing…**

Peter nodded as he turned and made for the exit, "Your right about S.H.I.E.L.D. Fury's probably doubled security on the Tricarrier, so getting in unseen and unscathed is out. So that leaves only one other place with the kind of information we need."

He could feel the symbiote smirk as it spread out over his body and covered his face, **"Hope Mr. Stark's expecting visitors."**

Line Break

Pepper Potts was not very happy.

Not only had Tony stood her up for their date to play super hero with the rest of the Avengers, but she was the only employee left in the building, leaving her alone at three o' clock in the morning answering calls and juggling military contractors, threats from the government concerning the Iron Man Armor, and sleep deprivation.

God, she needed a cup of coffee.

Deciding to risk the chance, she politely told some Secret Service hack to stop calling before she promptly stood from her chair, disconnected the phone, and marched to the nearby coffee machine, hoping and praying to God some worker had decided to leave just the tiniest bit of creamer out for some random reason.

To her luck, there was some creamer left behind and sitting almost casually on the counter next to the machine, leaving her to jump with joy and scream in happiness. On the inside of course; let it never be said that Pepper Potts lost control and freaked out over anything short of a national incident or alien invasion. That reminded her to smack Tony when he came back from the mission, seeing as how one does not stand up a woman for a date if they wish to live healthily.

Caught in her ramblings and coffee depravity, she didn't notice the rather large form of a symbiote until she had ran right into it.

"Hey! What the he-"

She stopped her talking as soon as she caught sight of the wall she had run into. Leaning down, the symbiote bared his fangs and let out a low hiss, allowing the redhead to see every one of his massive teeth as he spoke.

**"Where are the Data Archives?"**

Pepper gulped before she frowned and played innocent, "I have no idea what you are talking about."

If it wasn't creepy enough, the creature smiled, allowing her to see every inch of his sadistic smile as he leaned in closer to the woman, **"Oh, well then I suppose I can just kill you now instead of later." **The smile remained, even as he raised a hand and allowed her to see his rather sharp talons in the dim office light.

"N-Now there's no need for that." She raised her hands defensively as she backed up into a nearby desk and tapped a nearby panic button a few times too many.

To her relieve, the creature backed away and tapped a talon on his chin as he pondered, **"You're absolutely right Red. Why kill you when Icould do something even more horrifying and painful?"**

Before she could even move, the creature hadlatched onto her shoulders and enveloped her in dark black and red tendrils, wrapping and spinning the screaming woman into a tight cocoon before stringing her to the ceiling.

Taking a few steps back, the symbiote smiled at the newly gained knowledge he had obtained from the woman as he formed a picture frame with his hands, **"See? This is much better."**

Ignoring her screams of protest, Carnage walked down the hall and kicked a fallen coffee mug off of his path as he continued. After walking down a few different hallways, he found the door to the research labs and, beyond that, the Data Archives. As he prepared to tear the door off its hinges with his claws, the symbiote took a closer look at door and smiled at the thought of a bit more mayhem.

Reaching down and putting something into his palm, Carnage smiled at the hard-drive he had retrieved from his flesh before placing it in a nearby console and watching in glee as everything began to malfunction and spark.

**"At least the good doctor's little bug will be causing some trouble to someone besides me now. Good luck with that Stark."**

Wasting no time, the symbiote tore through the various labs as the virus spread throughout the entire network and destroyed any symbol of order within the complex as it deactivated the security systems and activated all the experiments at once, leaving the building to descend into pure and utter anarchy.

After dashing through a few more labs, Carnage came to a stop in front of a massive vault door, revealing this to be just what he was looking for. Right on cue, the borrowed virus worked through the door and a few seconds later, the door swung open with ease, revealing the computers and consoles that held the data he needed.

Running his eyes over the vast amount of information, the symbiote wasted no time as he ran to the nearest terminal, his hands splitting into multiple digits as he furiously searched for the information he needed. After a few minutes of searching through each of the consoles, Carnage smiled maliciously as all the data both S.H.I.E.L.D and Stark Enterprises had on the Goblin formula appeared on the screen.

Before he could get any farther though, he a familiar tingle in the back of his skull, causing him to shift his head a few inches to the right and allowing the laser fire to pass him and leave him unscathed as he came face to face with a group of S.H.I.E.L.D agents that had smashed through the roof of the building. More followed as they poured through the gaping hole and smashed through the windows until there were no less than fifty agents, guns locked onto the symbiote before them with steady aim and bated breaths.

"You're surrounded Parker, there's no escape. Surrender or we will be forced to fire!" Coulson's voice rang out among the agents as he stepped forward, a large gun in his hands as he gave the former hero a pleading look.

Carnage laughed darkly before the symbiote's flesh peeled back, allowing the older agent to see Peter's face as he grinned, "I'll give you a better deal Coulson; you and your little S.H.I.E.L.D buddies leave now and live another few days, or I kill you and where your skins like a poncho."

Smiling as every gun was cocked and red laser dots appeared and covered his torso, Peter let out a chuckle, "Now come on, where are your manners? Don't you know you always let the ladies go first?"

The older agents' confusion was short lived as a man near the back of the room let out a strangled scream before he was yanked into the dark room behind him. As they all turned their guns to the soldier's last position, a feral scream resounded from the room before another symbiote leapt out and tackled the nearest agent, tearing into him and silencing him before he could even scream.

As the newly revealed symbiote rose to her feet, Peter let out a whistle as Carnage replaced him and the soldiers began firing upon the symbiotic redhead, **"Wow Red, you clean up nicely!"**

Not wasting a moment, Carnage leapt forward, the tendrils around his body lashing out and striking with the force of a hurricane, leaving every agent struck flung to the ground unconscious or dead as he continued plowing through the distracted soldiers. Raising his claws and extending them, the symbiote ran along the walls on all fours before he leapt at the nearest agent, tearing the man limb from limb before doing the same to several of his comrades.

Before he could rack up any more kills, a massive blast of sonic energy tore through the air and smashed into his back, sending the symbiote to the ground screaming and writhing as both Peter and Carnage were consumed with pain. Coulson turned the weapon from Peter to the other symbiote and fired, leaving an unconscious Pepper Potts behind as the creature covering her wilted and died. Turning back to the now rising Peter, the older agent raised the gun once more, allowing the symbiote to get a good look at it.

"Oh, you like it? It's an ultrasonic-wave emitter. Connors cobbled it up in the lab as soon as you had disappeared. This thing tears the bonds between you and that monster at the molecular level, making sure it annihilates every trace of it from your system. You'll be free in no time, Mr. Parker."

Coulson prepared to fire again before the symbiote's laughter stopped him cold as said creature rose to his feet, allowing the older agent to see the look of barely contained rage on Peter's face as he stepped towards him and cracked his neck.

"You'll have to do better than that if you want us to break up. Carnage and I are like two peas in a pod, and even if you wanted to, you couldn't split us apart."

He continued walking, even as Coulson fired again and he was forced to steady himself as the massive waves of sound barreled towards him. Digging into the floor with claws that extended from his feet, Peter resumed his pace; clawing his way forward until he was just in front of both the weapon and the agent.

"Oh, and just so you know…"

He ripped the gun from Coulson's hands before crumbling it and crushing it into dust, allowing the fine powder to float from his hands before he disappeared. Before the older agent could even move, a clawed hand impaled him from behind, tearing through his chest and out from his torso as Carnage whispered into his ear.

**"…I don't want to be free."**

Dropping the now cold corpse, Peter walked back to the computer console and retrieved the drive before he turned back to Coulson and tore out the camera implanted in the robotic copy's head. Looking closer, he realized with a happy smile that the camera was still recording and a certain one eyed director was glaring at him from the other side.

**"Hey Nick, I'm so disappointed now. Sending an army of toys in place of your real agents? That's too bad; I was really hoping I had speared the real Coulson back there."**

He grinned as Fury's only remaining eye narrowed, **"Let me give you a piece of advice; stay out of my way and run, because as soon as I'm done with Osborn, you and S.H.I.E.L.D are next."**

With that piece of wisdom imparted, the symbiote promptly crushed the piece of tech in his palm before he swung through the hole in the roof and into the concrete jungle known as New York.

**A/N: Okay, you know what I said about the last chapter and how I would say 'we' instead of 'he'? Forget I ever said that.**

**Next chapter will explain why Peter's former team didn't join in on the attack, and hopefully, there will be a bit more Peter/Ava.**

**I apologize for the long wait, and I hope you enjoyed it.**

**Sincerely,**

**kingofsecrets15**

**P.S: I know in the comics, when Carnage takes over Ben Reilly, Peter's clone, he is called Spider-Carnage. But seeing as how in Ultimate Spiderman Peter is called Carnage when taken over, that's what I'm rolling with.**


End file.
